Common use of Shareholder Rights Plans Clause in Contracts

Shareholder Rights Plans. Notwithstanding the foregoing, if the Company distributes "poison pill" rights pursuant to a "poison pill" shareholder rights plan (the "Stockholder Rights"), the Company shall, in lieu of making any adjustment pursuant to this Section 3, make proper provision so that if the Warrant Exercise is made after the record date for such distribution and prior to the expiration or redemption of the Stockholder Rights, the Holder shall be entitled to receive upon the Warrant Exercise, in addition to the shares of Common Stock issuable upon the Warrant Exercise, a number of Stockholder Rights to be determined as follows: (a) if the Warrant Exercise occurs on or prior to the date of distribution to the holders of Rights of separate certificates evidencing such Stockholder Rights (the "Distribution Date"), the same number of Stockholder Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon the Warrant Exercise at the time of the Warrant Exercise would be entitled in accordance with the terms and provisions of and applicable to the Stockholder Rights; and (b) if the Warrant Exercise occurs after the Distribution Date, the same number of Stockholder Rights to which a holder of the number of shares of Common Stock purchasable under this Warrant would be entitled if this Warrant was exercised immediately prior to the Distribution Date in accordance with the terms and provisions of and applicable to the Stockholder Rights, and in each case subject to the terms and conditions of the Stockholder Rights.

Shareholder Rights Plans. Notwithstanding the foregoing, if Rights or warrants distributed by the Company distributes "poison pill" rights to all holders of Common Stock pursuant to a "poison pill" shareholder rights plan (or “poison pill”) entitling the "Stockholder Rights"holders thereof to subscribe for or purchase shares of the Company’s capital stock, which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”), (i) are deemed to be transferred with the Company shallCommon Stock in respect of which they are issued, (ii) are not exercisable, and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 2.5 and 2.6 (and no adjustment to the Warrant Price under those Sections shall be required) until first the occurrence of a Trigger Event, unless the Trigger Event is rescinded within 15 days. If upon the occurrence of any event such right or warrant becomes exercisable to purchase different securities, evidences of indebtedness or other assets or entitles its holder to purchase a different amount of the foregoing or to purchase any of the foregoing at a different purchase price (an “Other Trigger Event”), then the occurrence of each such Other Trigger Event, unless the Other Trigger Event is rescinded within 15 days, shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof to the extent not actually exercised). In addition, in lieu the event of making any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or Other Trigger Event with respect thereto, that resulted in an adjustment pursuant to this Section 3, make proper provision so that if of the Warrant Exercise is made after Price under Section 2.5 or 2.6, (x) in the record date for case of any such rights or warrants which shall have been redeemed or repurchased without exercise by the holders thereof, the Warrant Price shall be adjusted upon such redemption or repurchase to give effect to such distribution, Trigger Event or Other Trigger Event, as the case may be, as though it were an extraordinary cash distribution and prior equal to the expiration per-share redemption or redemption of the Stockholder Rights, the Holder shall be entitled to receive upon the Warrant Exercise, in addition to the shares repurchase price received by a holder of Common Stock issuable upon the Warrant Exercisewith respect to such rights or warrants (assuming such holder had retained such rights), a number made to all holders of Stockholder Rights to be determined as follows: (a) if the Warrant Exercise occurs Common Stock on or prior to the date of distribution to such redemption or repurchase, and (y) in the holders case of Rights such rights or warrants all of separate certificates evidencing such Stockholder Rights (the "Distribution Date")which shall have expired or been terminated without exercise, the same number of Stockholder Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon the Warrant Exercise at the time of the Warrant Exercise would Price shall be entitled in accordance with the terms and provisions of and applicable to the Stockholder Rights; and (b) readjusted as if the Warrant Exercise occurs after the Distribution Date, the same number of Stockholder Rights to which a holder of the number of shares of Common Stock purchasable under this Warrant would be entitled if this Warrant was exercised immediately prior to the Distribution Date in accordance with the terms and provisions of and applicable to the Stockholder Rights, and in each case subject to the terms and conditions of the Stockholder Rightssuch rights or warrants had never been issued.

Shareholder Rights Plans. Notwithstanding the foregoing, if Rights or warrants distributed by the Company distributes "poison pill" rights to all holders of Common Stock and Preferred Stock pursuant to a "poison pill" shareholder rights plan (or "poison pill") entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock, which rights or warrants, until the occurrence of a specified event or events (a "Stockholder RightsTrigger Event"), (x) are deemed to be transferred with the Company shallCommon Stock in respect of which they are issued, (y) are not exercisable, and (z) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 2.6 and 2.7 (and no adjustment to the Warrant Price under those Sections shall be required) until the occurrence of the earliest Trigger Event. If upon the occurrence of any event such right or warrant becomes exercisable to purchase different securities, evidences of indebtedness or other assets or entitles its holder to purchase a different amount of the foregoing or to purchase any of the foregoing at a different purchase price (an "Other Trigger Event"), then the occurrence of each such Other Trigger Event shall be deemed to be the date of issuance and Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof to the extent not actually exercised). In addition, in lieu the event of making any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or Other Trigger Event with respect thereto, that resulted in an adjustment pursuant to this Section 3, make proper provision so that if of the Warrant Exercise is made after Price under Section 2.6 or 2.7, (1) in the record date for case of any such rights or warrants which shall have been redeemed or repurchased without exercise by the holders thereof, the Warrant Price shall be adjusted upon such redemption or repurchase to give effect to such distribution, Trigger Event or Other Trigger Event, as the case may be, as though it were an extraordinary cash distribution and prior equal to the expiration per-share redemption or redemption of the Stockholder Rights, the Holder shall be entitled to receive upon the Warrant Exercise, in addition to the shares repurchase price received by a holder of Common Stock issuable upon the Warrant Exercisewith respect to such rights or warrants (assuming such holder had retained such rights), a number made to all holders of Stockholder Rights to be determined as follows: (a) if the Warrant Exercise occurs Common Stock on or prior to the date of distribution to the holders of Rights of separate certificates evidencing such Stockholder Rights (the "Distribution Date")redemption or repurchase, the same number of Stockholder Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon the Warrant Exercise at the time of the Warrant Exercise would be entitled in accordance with the terms and provisions of and applicable to the Stockholder Rights; and (b2) if in the Warrant Exercise occurs after the Distribution Date, the same number case of Stockholder Rights to which a holder of the number of shares of Common Stock purchasable under this Warrant would be entitled if this Warrant was exercised immediately prior to the Distribution Date in accordance with the terms and provisions of and applicable to the Stockholder Rights, and in each case subject to the terms and conditions of the Stockholder Rights.such rights or warrants all of

Shareholder Rights Plans. Notwithstanding the foregoing, if Rights or warrants distributed by the Company distributes "poison pill" rights to all holders of Common Stock and Preferred Stock pursuant to a "poison pill" shareholder rights plan (or "poison pill") entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock, which rights or warrants, until the occurrence of a specified event or events (a "Stockholder RightsTrigger Event"), (x) are deemed to be transferred with the Company shallCommon Stock in respect of which they are issued, (y) are not exercisable, and (z) are also issued in lieu respect of making any future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 2.7 and 2.8 (and no adjustment pursuant to this Section 3, make proper provision so that if the Warrant Exercise is made after the record date for such distribution and prior to the expiration or redemption number of shares issuable upon exercise of the Stockholder Rights, the Holder Special Warrant under those Sections shall be entitled to receive required) until the occurrence of the earliest Trigger Event. If upon the Warrant Exerciseoccurrence of any event such right or warrant becomes exercisable to purchase different securities, in addition evidences of indebtedness or other assets or entitles its holder to purchase a different amount of the shares foregoing or to purchase any of Common Stock issuable upon the Warrant Exerciseforegoing at a different purchase price (an "Other Trigger Event"), a number then the occurrence of Stockholder Rights each such Other Trigger Event shall be deemed to be determined as follows: (a) if the Warrant Exercise occurs on or prior to the date of distribution issuance and Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof to the holders extent not actually exercised). In addition, in the event of Rights any distribution (or deemed distribution) of separate certificates evidencing such Stockholder Rights (rights or warrants, or any Trigger Event or Other Trigger Event with respect thereto, that resulted in an adjustment of the "Distribution Date"), the same number of Stockholder Rights to which a holder of a number of shares issuable upon exercise of Common Stock equal to the Special Warrant under Section 2.7 or 2.8, (1) in the case of any such rights or warrants which shall have been redeemed or repurchased without exercise by the holders thereof, the number of shares of Common Stock issuable upon the Warrant Exercise at the time exercise of the Special Warrant Exercise would shall be entitled in accordance with the terms and provisions of and applicable adjusted upon such redemption or repurchase to the Stockholder Rights; and (b) if the Warrant Exercise occurs after the Distribution Date, the same number of Stockholder Rights to which a holder of the number of shares of Common Stock purchasable under this Warrant would be entitled if this Warrant was exercised immediately prior to the Distribution Date in accordance with the terms and provisions of and applicable to the Stockholder Rights, and in each case subject to the terms and conditions of the Stockholder Rights.give

Shareholder Rights Plans. Notwithstanding the foregoing, if Rights or warrants distributed by the Company distributes "poison pill" rights to all holders of Common Stock pursuant to a "poison pill" shareholder rights plan (or "poison pill") entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock, which rights or warrants, until the occurrence of a specified event or events (a "Stockholder RightsTrigger Event"), (i) are deemed to be transferred with the Company shallCommon Stock in respect of which they are issued, (ii) are not exercisable, and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 2.5 and 2.6 (and no adjustment to the Warrant Price under those Sections shall be required) until first the occurrence of a Trigger Event, unless the Trigger Event is rescinded within 15 days. If upon the occurrence of any event such right or warrant becomes exercisable to purchase different securities, evidences of indebtedness or other assets or entitles its holder to purchase a different amount of the foregoing or to purchase any of the foregoing at a different purchase price (an "Other Trigger Event"), then the occurrence of each such Other Trigger Event, unless the Other Trigger Event is rescinded within 15 days, shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof to the extent not actually exercised). In addition, in lieu the event of making any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or Other Trigger Event with respect thereto, that resulted in an adjustment pursuant to this Section 3, make proper provision so that if of the Warrant Exercise is made after Price under Section 2.5 or 2.6, (x) in the record date for case of any such rights or warrants which shall have been redeemed or repurchased without exercise by the holders thereof, the Warrant Price shall be adjusted upon such redemption or repurchase to give effect to such distribution, Trigger Event or Other Trigger Event, as the case may be, as though it were an extraordinary cash distribution and prior equal to the expiration per-share redemption or redemption of the Stockholder Rights, the Holder shall be entitled to receive upon the Warrant Exercise, in addition to the shares repurchase price received by a holder of Common Stock issuable upon the Warrant Exercisewith respect to such rights or warrants (assuming such holder had retained such rights), a number made to all holders of Stockholder Rights to be determined as follows: (a) if the Warrant Exercise occurs Common Stock on or prior to the date of distribution to such redemption or repurchase, and (y) in the holders case of Rights such rights or warrants all of separate certificates evidencing such Stockholder Rights (the "Distribution Date")which shall have expired or been terminated without exercise, the same number of Stockholder Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon the Warrant Exercise at the time of the Warrant Exercise would Price shall be entitled in accordance with the terms and provisions of and applicable to the Stockholder Rights; and (b) readjusted as if the Warrant Exercise occurs after the Distribution Date, the same number of Stockholder Rights to which a holder of the number of shares of Common Stock purchasable under this Warrant would be entitled if this Warrant was exercised immediately prior to the Distribution Date in accordance with the terms and provisions of and applicable to the Stockholder Rights, and in each case subject to the terms and conditions of the Stockholder Rightssuch rights or warrants had never been issued.